Immunovant Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$IMVT
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 12, 2024
(Exact name of Registrant as specified in its Charter)
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Registrant’s telephone number, including area code: (917 ) 580-3099
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On August 12, 2024, Immunovant, Inc. ("Immunovant") held its 2024 Annual Meeting of Stockholders (the "Annual Meeting"). There were 138,261,565 shares of common stock and Series A preferred stock represented at the Annual Meeting by valid proxies or voted at the Annual Meeting, which was approximately 95% of the shares of common stock and Series A preferred stock entitled to vote at the Annual Meeting. At the Annual Meeting, Immunovant’s stockholders voted on the three proposals set forth below. A more detailed description of each proposal is set forth in Immunovant’s definitive proxy statement for the Annual Meeting (the "Proxy Statement"), which was filed with the Securities and Exchange Commission on June 26, 2024.
Proposal 1 – Election of Directors
Peter Salzmann, M.D., M.B.A., George Migausky and Douglas Hughes were each elected to serve as a member of Immunovant’s Board of Directors (the "Board"), until the 2025 Annual Meeting of Stockholders and until his successor is duly elected and qualified, or until his earlier death, resignation or removal, by the following votes:
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||||||||||||||||
| Peter Salzmann, M.D., M.B.A. | 99,849,994 | 31,897,811 | 6,513,760 | |||||||||||||||||
| George Migausky | 98,023,809 | 33,723,996 | 6,513,760 | |||||||||||||||||
| Douglas Hughes | 97,129,496 | 34,618,309 | 6,513,760 | |||||||||||||||||
Proposal 2 – Ratification of the Selection of Independent Registered Public Accounting Firm
The stockholders ratified the selection by the Audit Committee of the Board of Ernst & Young LLP as Immunovant’s independent registered public accounting firm for the fiscal year ending March 31, 2025, by the following votes:
| Votes For | Votes Against | Votes Abstain | ||||||||||||
| 138,241,628 | 16,740 | 3,197 | ||||||||||||
Proposal 3 - Approval, on a Non-Binding Advisory Basis, of the Compensation of Immunovant’s Named Executive Officers
The stockholders approved, on a non-binding advisory basis, the compensation of Immunovant's named executive officers, as disclosed in the Proxy Statement, including the compensation tables and related narrative disclosures, by the following votes:
| Votes For | Votes Against | Votes Abstain | Broker Non-Votes | |||||||||||||||||
| 128,494,310 | 3,249,170 | 4,325 | 6,513,760 | |||||||||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| IMMUNOVANT, INC. | |||||||||||
| By: | /s/ Eva Renee Barnett | ||||||||||
| Eva Renee Barnett | |||||||||||
| Chief Financial Officer | |||||||||||
| Date: August 13, 2024 | |||||||||||